SEC Form 10-Q filed by Entera Bio Ltd.
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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• | Clinical development involves a lengthy and expensive process with uncertain outcomes. We may incur additional costs and experience delays in developing and commercializing or be unable to develop or commercialize our current and future product candidates; |
• | The regulatory approval processes of the U.S. Food and Drug Administration (“FDA”) and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be materially harmed; |
• | Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize these programs on a timely basis or at all; |
• | Positive results from preclinical studies and early-stage clinical trials may not be predictive of future results. Initial positive results in any of our clinical trials may not be indicative of results obtained when the trial is completed or in later stage trials; |
• | The scope, progress and costs of developing our product candidates such as EB613 for Osteoporosis and EB612 or other oral peptides for Hypoparathyroidism may alter over time based on various factors such as regulatory requirements, collaboration agreements, the competitive environment and new data from pre-clinical and clinical studies; |
• | The accuracy of our estimates regarding expenses, capital requirements, the sufficiency of our cash resources and the need for additional financing; |
• | Our ability to continue as a going concern absent access to sources of liquidity; |
• | Our ability to raise additional funds or consummate strategic partnerships to offset additional required capital to pursue our business objectives, which may not be available on acceptable terms or at all. A failure to obtain this additional capital when needed, or failure to consummate strategic partnerships, could delay, limit or reduce our product development, and other operations; |
• | Even if a current or future product candidate receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success; |
• | The successful commercialization of our product candidates, if approved, will depend in part on the extent to which governmental authorities and third-party payors establish adequate coverage and reimbursement levels and pricing policies; |
• | Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue; |
• | If we are unable to obtain and maintain patent protection for our product candidates, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our product candidates may be adversely affected; |
• | Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain; |
• | Our reliance on third parties to conduct our clinical trials and on third-party suppliers to supply or produce our product candidates; |
• | Our interpretation of FDA feedback and guidance and how such guidance may impact our clinical development plan; |
• | Our ability to use and expand our drug delivery technology (“N-Tab™”) to additional product candidates; |
• | Our operation as a development stage company with limited operating history and a history of operating losses and our ability to fund our operations going forward; |
• | Our competitive position with respect to other products on the market or in development for the treatment of osteoporosis, hypoparathyroidism, short bowel syndrome, obesity, metabolic conditions and other disease categories we pursue; |
• | Our ability to establish and maintain development and commercialization collaborations; |
• | Our ability to manufacture and supply enough material to support our clinical trials and any potential future commercial requirements; |
• | The size of any market we may target and the adoption of our product candidates, if approved, by physicians and patients; |
• | Our ability to obtain, maintain and protect our intellectual property and operate our business without infringing, misappropriating, or otherwise violating any intellectual property rights of others; |
• | Our ability to retain key personnel and recruit additional qualified personnel; |
• | Our ability to comply with laws and regulations that currently apply or become applicable to our business in Israel, the United States and internationally; |
• | Our ability to manage growth; and |
• | The duration and intensity of the ongoing Israel-Hamas War, and escalation of Hezbollah's conflict since October 2023 as well as the developing conflict with Iran and its proxies in the Middle East, such as the Houthis in Yemen and militias in Iraq and Syria, and their impact on our operations and workforce, including our research and development and clinical trials. |
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
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Assets
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September 30,
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December 31,
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2023
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CURRENT ASSETS:
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Cash and cash equivalents
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Accounts receivable
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Other current assets
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TOTAL CURRENT ASSETS
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NON-CURRENT ASSETS:
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Property and equipment, net
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Operating lease right-of-use assets
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Deferred income taxes
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Funds in respect of employee rights upon retirement
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TOTAL NON-CURRENT ASSETS
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TOTAL ASSETS
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Liabilities and shareholders' equity
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CURRENT LIABILITIES:
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Accounts payable
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Accrued expenses and other payables
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Current maturities of operating lease
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TOTAL CURRENT LIABILITIES
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NON-CURRENT LIABILITIES:
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Operating lease liabilities
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Liability for employee rights upon retirement
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TOTAL NON-CURRENT LIABILITIES
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TOTAL LIABILITIES
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COMMITMENTS AND CONTINGENCIES
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SHAREHOLDERS' EQUITY:
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Ordinary Shares, NIS
and December 31, 2023,
September 30, 2024 and December 31, 2023,
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Additional paid-in capital
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Accumulated other comprehensive income
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Accumulated deficit
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TOTAL SHAREHOLDERS' EQUITY
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
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Nine Months Ended
September 30,
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Three Months Ended
September 30,
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2024
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2023
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2024
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2023
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REVENUES
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COST OF REVENUES
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GROSS PROFIT
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OPERATING EXPENSES:
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Research and development
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General and administrative
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Other income
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TOTAL OPERATING EXPENSES
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OPERATING LOSS
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FINANCIAL INCOME, NET
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LOSS BEFORE INCOME TAX
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INCOME TAX
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NET LOSS
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LOSS PER SHARE BASIC AND DILUTED
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED
IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
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Ordinary shares
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Number of shares issued
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Amounts
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Additional paid-in capital
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Accumulated other Comprehensive income
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Accumulated deficit
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Total
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BALANCE AT JANUARY 1, 2024
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Net loss
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Exercise of warrants to Ordinary Shares
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Exercise of options to Ordinary Shares
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Issuance of Ordinary Shares under the ATM program, net of issuance costs
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Vested restricted share units
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Share-based compensation
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BALANCE AT SEPTEMBER 30, 2024
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BALANCE AT July 1, 2024
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Net loss
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Exercise of options to Ordinary Shares
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Vested restricted share units
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Share-based compensation
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BALANCE AT SEPTEMBER 30, 2024
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BALANCE AT JANUARY 1, 2023
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Net loss
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Issuance of shares under the ATM program, net of issuance costs
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Share-based compensation
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BALANCE AT SEPTEMBER 30, 2023
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BALANCE AT JULY 1, 2023
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Net loss
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Share-based compensation
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BALANCE AT SEPTEMBER 30, 2023
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Nine months
ended September 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES:
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2024
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2023
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Net loss
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Adjustments required to reconcile net loss to net cash used in operating activities:
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Depreciation
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Deferred income taxes
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Share-based compensation
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Finance income, net
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Changes in operating asset and liabilities:
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Decrease (increase) in accounts receivable
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Increase in other current assets
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Increase in accounts payable
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Increase (decrease) in accrued expenses and other payables
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Net cash used in operating activities
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of property and equipment
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Net cash used in investing activities
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from issuance of shares under the ATM program, net of issuance costs
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Exercise of options into shares
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Exercise of warrants into shares
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Net cash provided by financing activities
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DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS
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CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT BEGINNING OF THE PERIOD
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CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT END OF THE PERIOD
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Reconciliation in amounts on consolidated balance sheets:
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Cash and cash equivalents
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Restricted deposits included in other current assets
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Total cash and cash equivalents and restricted deposits
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW TRANSACTIONS:
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Interest received
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SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
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Operating lease right of use assets obtained in exchange for new operating lease liabilities
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a. |
Entera Bio Ltd. (collectively with its subsidiary, the “Company”) was incorporated on September 30, 2009 and commenced operations on June 1, 2010. On January 8, 2018, the Company incorporated its wholly owned subsidiary, Entera Bio Inc., in Delaware, United States. The Company is focused on developing first-in-class oral tablet formats of peptides or protein replacement therapies. The Company focuses on underserved, chronic medical conditions for which oral administration of a protein therapy has the potential to significantly shift a treatment paradigm.
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b. |
The Company's ordinary shares, NIS
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c. |
Because the Company is engaged in research and development activities, it has not derived significant income from its activities and has incurred an accumulated deficit in the amount of $
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d. |
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas.
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ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a.
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Basis of presentation of the financial statements |
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
b. |
Loss per share
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c. |
Newly issued and recently adopted accounting pronouncements:
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In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted, with the option to apply the standard retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
1. |
Changes in Share Capital:
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a. |
During the nine months ended September 30, 2024, warrants issued in connection with the Company’s December 2023 private placement were exercised for an aggregate of
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b. |
On September 2, 2022, the Company entered into a sales agreement with Leerink Partners LLC (formerly known as SVB Securities LLC), as sales agent, to implement an ATM program under which the Company may from time to time offer and sell up to
During the nine months ended September 30, 2024, the Company issued an aggregate of
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c. |
During the nine months ended September 30, 2024, a former employee of the Company exercised options for an aggregate of
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d. |
During the nine months ended September 30, 2024, a former non-executive board member exercised options for an aggregate of
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2. |
Share-based Compensation:
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a. |
On January 1, 2024, an aggregate of
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b. |
On February 1, 2024, the Company entered into a consulting agreement with an investor relations consulting firm. Under the terms of the agreement, the Company agreed to pay a monthly fee of $
On August 27, 2024, the Company signed on an amendment to the consulting agreement and granted additional |
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
c. |
On February 15, 2024, the Company entered into a consulting agreement with an additional investor relations firm. Under the terms of the agreement, the Company agreed to issue the consultant
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d. |
On April 19, 2024, the board of directors approved the following options grants:
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(i) |
options to purchase an aggregate of
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(ii) |
options to purchase an aggregate of
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(iii) |
options to purchase an aggregate of
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e. |
On August 27, 2024, the Company issued
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ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
f. |
The fair value of each option granted was estimated at the date of grant using the Black-Scholes option-pricing model, using the following assumptions:
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Nine months
ended September 30, 2024
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Exercise price
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$
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Dividend yield
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Expected volatility
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Risk-free interest rate
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Expected life - in years
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September 30,
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December 31,
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Other current assets:
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2024
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2023
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Prepaid expenses
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Advance income tax
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Restricted deposits
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Other
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September 30,
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December 31,
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Accrued expenses and other payables:
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2024
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2023
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Employees and employees related
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Provision for vacation
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Accrued expenses
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ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a. |
In October 2024, a former non-executive member of the board of directors exercised options for an aggregate of
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b. |
On October 2, 2024, the Company issued
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Oxyntomodulin is a naturally occurring peptide hormone found in the colon, with glucagon-like-peptide 1 (GLP-1) and glucagon dual agonist activity that suppresses appetite and induces weight loss. OPKO has developed several proprietary, modified OXM analogs as potential candidates for treating obesity, including an injectable pegylated peptide which demonstrated safety in over 430 subjects and significant reductions in weight loss and decreased plasma triglyceride levels in over 100 subjects in completed phase 2/2B studies.
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in over 1,200 deaths and thousands of injuries. Hamas additionally abducted and took hostage over 250 Israeli and non-Israeli civilians and soldiers into Gaza, including infants, children, and young and elderly women and men of all religious faiths. Following the attack, Israel’s security cabinet commenced a counter-offense military campaign against Hamas. The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Israel's economy in general.
In addition, since April 2024, Israel has experienced direct attacks from Iran, involving hundreds of drones and ballistic missiles launched directly towards highly populated civilian areas across the North, South and Center of Israel, including military bases. The Israeli defense systems, aided by international allies, successfully intercepted the majority of these attacks, minimizing physical damage and casualties. Additionally, since October 8, 2023, Hezbollah has launched thousands of guided missiles to the North of Israel causing the displacement of over 95,000 Israelis from their homes; and the Houthis, a military organization based in Yemen, have launched a series of attacks on global shipping routes in the Red Sea, as well as direct attacks on various parts of Israel. Such incidents contribute to regional instability and could potentially escalate into broader conflicts with Iran and its proxies in the Middle East, affecting Israel's political and trade relations, especially with neighboring countries and global allies. The situation remains fluid, and the potential for further escalation exists.
While we have a few employees who have been called to active military service, the ongoing war with Hamas, Hezbollah, Iran and its proxies have not, to date, materially impacted our business or operations. Furthermore, we do not expect any delays to any of our programs as a result of such conflicts. While early-stage R&D personnel and management are located in Israel, other core activities including clinical, regulatory and our supply chain are not. However, we cannot currently predict the intensity or duration of Israel’s defensive military measures against Hamas, Hezbollah and Iran, nor can we predict how such conflicts will ultimately affect our business and operations or Israel’s economy in general.
Since our inception, we have raised a total of $93.1 million from a combination of public and private equity offerings, IIA grants and the issuance of Ordinary Shares upon the exercise of options and warrants. Since inception, we have incurred significant losses. For the three months ended September 30, 2024 and 2023, our operating losses were $3.0 million and $2.4 million, respectively. For the nine months ended September 30, 2024 and 2023, our operating losses were $7.2 million and $6.9 million, respectively, and we expect to continue to incur significant expenses and losses for the foreseeable future.
As of September 30, 2024, we had an accumulated deficit of $111.6 million. Our losses may fluctuate significantly from quarter to quarter and year to year, depending on the timing of our clinical trials, our expenditures on research and development activities and any third-party collaborations into which we may enter.
The Company is engaged in research and development activities, and it has not derived significant income from its activities and has incurred an accumulated deficit and negative cash flows from operating activities since inception. These factors raise substantial doubt as to the Company's ability to continue as a going concern. The unaudited condensed consolidated financial statements included herein have been prepared assuming that we will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. See Part I, Item 1A-Risk Factors—Risks Related to Our Financial Position and Need for Additional Capital contained in our 2023 Annual Report.
As of September 30, 2024, we had cash and cash equivalents of $6.9 million. We believe that our existing cash resources will be sufficient to meet our projected operating requirements into the third quarter of 2025, which include the capital required to fund our ongoing operations, including regulatory expenses and optimization related to the preparation for the planned EB613 phase 3 study, research and development, the completion of an additional Phase 1 PK study related to our new generation platform and the GLP-2/OXM collaborative research we are conducting with OPKO. Our ability to commence the Phase 3 study of EB613 in osteoporosis will depend on finalizing discussions with the FDA in connection with their anticipated qualification of the total hip BMD endpoint and will require additional funding, which may not be available on reasonable terms, or at all. Any delay or our inability to secure such funding will delay or prevent the commencement of these studies.
In order to fund further operations, we will need to raise additional capital. We may raise these funds through a variety of means, including private or public equity offerings, debt financings and strategic collaborations. Additional financing may not be available when we need it or may not be available on terms that are favorable to us.
As of September 30, 2024, we had a total of 20 employees, of whom 18 are full-time employees, and all are based in Israel. In addition, we employ a number of specialized Clinical, Non-Clinical, Regulatory, and Development advisors based in the United States, the United Kingdom and Europe. Our operations are located in Jerusalem, Israel.
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employee-related expenses, including salaries, bonuses and share-based compensation expenses for employees and service providers in the research and development function;
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expenses incurred in operating our laboratories including our small-scale manufacturing facility;
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expenses incurred under agreements with CROs and investigative sites that conduct our clinical trials;
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expenses related to outsourced and contracted services, such as external laboratories, consulting and advisory services;
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supply, development and manufacturing costs relating to clinical trial materials; and
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other costs associated with pre-clinical and clinical activities.
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• |
the uncertainty of the scope, rate of progress, results and cost of our clinical trials, nonclinical testing and other related activities;
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• |
the cost of manufacturing clinical supplies and establishing commercial supplies of our product candidates and any products that we may develop;
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the number and characteristics of product candidates that we pursue;
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the cost, timing and outcomes of regulatory approvals;
|
• |
the cost and timing of establishing any sales, marketing, and distribution capabilities; and
|
• |
the terms and timing of any collaborative, licensing and other arrangements that we may establish, including any milestone and royalty payments thereunder.
|
|
Three Months Ended
September 30, |
Increase (Decrease)
|
||||||||||||||
|
2024
|
2023
|
$ |
|
%
|
|||||||||||
|
(In thousands, except for percentage information)
|
|||||||||||||||
Revenues
|
$
|
42
|
$
|
-
|
$
|
42
|
100
|
% | ||||||||
Cost of Revenues
|
$
|
42
|
$
|
-
|
$
|
42
|
100
|
% | ||||||||
Gross Profit
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
% | ||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
1,477
|
$
|
1,370
|
$
|
107
|
8
|
% | ||||||||
General and administrative expenses
|
$
|
1,544
|
$
|
1,028
|
$
|
516
|
50
|
% | ||||||||
Other income
|
$
|
-
|
$
|
(12
|
)
|
$
|
12
|
(100
|
)%
|
|||||||
Operating loss
|
$
|
3,021
|
$
|
2,386
|
$
|
635
|
27
|
% | ||||||||
Financial income, net
|
$
|
-
|
$
|
(36
|
)
|
$
|
36
|
(100
|
)%
|
|||||||
Income Tax
|
$
|
-
|
$
|
29
|
$
|
(29
|
)
|
(100
|
)%
|
|||||||
Net loss
|
$
|
3,021
|
$
|
2,379
|
$
|
642
|
27
|
% |
|
Nine Months Ended
September 30, |
Increase (Decrease)
|
||||||||||||||
|
2024
|
2023
|
$ |
%
|
||||||||||||
|
(In thousands, except for percentage information)
|
|||||||||||||||
Revenues
|
$
|
99
|
$
|
-
|
$
|
99
|
100
|
% | ||||||||
Cost of Revenues
|
$
|
90
|
$
|
-
|
$
|
90
|
100
|
% | ||||||||
Gross Profit
|
$
|
9
|
$
|
-
|
$
|
9
|
100
|
% | ||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
3,298
|
$
|
3,510
|
$
|
(212
|
)
|
(6
|
)%
|
|||||||
General and administrative expenses
|
$ |
3,959
|
$
|
3,457
|
$ |
502
|
14
|
% | ||||||||
Other income
|
$
|
-
|
$
|
(39
|
)
|
$
|
39
|
(100
|
)%
|
|||||||
Operating loss
|
$
|
7,248
|
$
|
6,928
|
$
|
320
|
5
|
% | ||||||||
Financial income, net
|
$
|
(65
|
)
|
$
|
(63
|
)
|
$
|
(2
|
)
|
3
|
% | |||||
Income tax
|
$
|
-
|
$
|
29
|
$
|
(29
|
)
|
(100
|
)%
|
|||||||
Net loss
|
$
|
7,183
|
$
|
6,894
|
$
|
289
|
4
|
% |
• |
the costs, timing and outcome of clinical trials for, and regulatory review of, EB613, EB612 and any other product candidates we may develop;
|
• |
the costs of development activities for any other product candidates we may pursue;
|
• |
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; and
|
• |
our ability to establish collaborations on favorable terms, if at all.
|
|
Nine Months Ended September 30, (unaudited) |
|||||||
|
2024
|
2023
|
||||||
|
(In thousands)
|
|||||||
Net Cash used in operating activities
|
$
|
(5,351
|
)
|
$
|
(4,693
|
)
|
||
Net Cash used in investing activities
|
$
|
-
|
$
|
(12
|
)
|
|||
Net Cash provided by financing activities
|
$
|
1,259
|
$
|
5
|
||||
Net decrease in cash and cash equivalents
|
$
|
(4,092
|
)
|
$
|
(4,700
|
)
|
Exhibit No.
|
|
Description of Exhibits
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
ENTERA BIO LTD.
|
|
|
Date: November 8, 2024
|
/s/ Miranda Toledano
|
|
Miranda Toledano
Chief Executive Officer |
|
(Principal Executive Officer)
|
|
|
Date: November 8, 2024
|
/s/ Dana Yaacov-Garbeli
|
|
Dana Yaacov-Garbeli
Chief Financial Officer |
|
(Principal Financial and Accounting Officer)
|